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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORTPURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 8, 2023
Alerus Financial Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware |
001-39036 |
45-0375407 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
401 Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (701) 795-3200
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading symbol |
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Name of each exchange on which registered |
Common Stock, $1.00 par value per share |
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ALRS |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”) was held on May 8, 2023. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 15, 2023. There were 20,159,671 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 16,138,319 shares, or approximately 80.05 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2023, were as follows:
Proposal 1: The election of eight (8) director nominees to serve on the board of directors of the Company until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Daniel E. Coughlin |
10,323,665 |
415,728 |
5,398,926 |
|
Kevin D. Lemke |
9,987,505 |
751,888 |
5,398,926 |
|
Michael S. Mathews |
9,736,890 |
1,002,503 |
5,398,926 |
|
Randy L. Newman |
9,500,483 |
1,238,910 |
5,398,926 |
|
Galen G. Vetter |
10,224,333 |
515,060 |
5,398,926 |
|
Katie A. Lorenson |
10,154,055 |
585,338 |
5,398,926 |
|
Janet O. Estep |
9,259,327 |
1,480,066 |
5,398,926 |
|
Mary E. Zimmer |
10,383,909 |
355,484 |
5,398,926 |
Proposal 2: The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
16,094,286 |
23,342 |
20,690 |
0 |
Item 9.01.Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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|
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBLR document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2023 |
Alerus Financial Corporation |
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By: |
/s/ Katie A. Lorenson |
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Name: |
Katie A. Lorenson |
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Title: |
President and Chief Executive Officer |
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